Company Registration No. 03590395 (England and Wales)
Endor Productions Limited
Annual report and financial statements
for the year ended 31 December 2025
Endor Productions Limited
Company information
Directors
Martin Metzger
Olufemi Ladeinde
Secretary
Olufemi Ladeinde
Company number
03590395
Registered office
8 Gate Street
London
England
WC2A 3HP
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Endor Productions Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Notes to the financial statements
8 - 15
Endor Productions Limited
Directors' report
For the year ended 31 December 2025
1

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities
The principal activity of the company continued to be that of television programme and film production.
Dividends

No ordinary dividends were paid (2024: £Nil). The directors do not recommend payment of a final dividend (2024: £Nil).

Directors

The directors who held office during the year or up to the date of signature of the financial statements were as follows:

Martin Metzger
Olufemi Ladeinde
Auditor

The auditor, Saffery LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

At the balance sheet date the company had net liabilities of £824,705 (2024: £3,081,346). Based on the loan facility available to the company from Seven.One Studios GmbH, a fellow group company, and the continued financial support from the parent company, the directors are confident that the company will generate sufficient cash flows to meet its obligations as they fall due for payment. On 5 June 2024, the parent company confirmed that the company will be wound up at a future date, and it remains committed to all its liabilities and obligations. On that basis the directors have prepared the financial statements on a basis other than going concern.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Martin Metzger
Olufemi Ladeinde
Director
Director
30 September 2026
Endor Productions Limited
Directors' responsibilities statement
For the year ended 31 December 2025
2

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Endor Productions Limited
Independent auditor's report
To the members of Endor Productions Limited
3
Opinion

We have audited the financial statements of Endor Productions Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - basis of preparation

We draw attention to Note 1.2 to the financial statements which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Endor Productions Limited
Independent auditor's report (continued)
To the members of Endor Productions Limited
4
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

 

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

 

In addition, the company is subject to other laws and regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental to its ability to operate or to avoid a material penalty.

These include anti-bribery legislation, employment law and health and safety legislation.

Endor Productions Limited
Independent auditor's report (continued)
To the members of Endor Productions Limited
5

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

 

During the planning meeting with the audit team, the engagement partner drew attention to key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner's review included enduring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of non detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Jake Stanmore (Senior Statutory Auditor)
For and on behalf of Saffery LLP
2 October 2026
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Endor Productions Limited
Statement of comprehensive income
For the year ended 31 December 2025
6
2025
2024
Notes
£
£
Turnover
57,330
4,496,193
Cost of sales
(8,605)
(4,024,113)
Gross profit
48,725
472,080
Administrative expenses
(816,985)
(960,220)
Other operating income
3
3,175,165
-
0
Operating profit/(loss)
2,406,905
(488,140)
Interest receivable and similar income
-
0
10,257
Interest payable and similar expenses
6
(150,263)
(118,614)
Profit/(loss) before taxation
2,256,642
(596,497)
Tax on profit/(loss)
-
0
-
0
Profit/(loss) for the financial year
2,256,642
(596,497)
Endor Productions Limited
Balance sheet
As at 31 December 2025
7
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
7
-
0
1,048
Investments
8
-
0
3
-
0
1,051
Current assets
Stocks
7
84,028
69,778
Debtors
11
337,836
1,086,555
Investments
8
3
-
0
Cash at bank and in hand
179,148
118,815
601,015
1,275,148
Creditors: amounts falling due within one year
12
(1,425,720)
(4,357,545)
Net current liabilities
(824,705)
(3,082,397)
Net liabilities
(824,705)
(3,081,346)
Capital and reserves
Called up share capital
13
100
100
Profit and loss reserves
(824,805)
(3,081,446)
Total equity
(824,705)
(3,081,346)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2026 and are signed on its behalf by:
Martin Metzger
Olufemi Ladeinde
Director
Director
Company Registration No. 03590395
Endor Productions Limited
Notes to the financial statements
For the year ended 31 December 2025
8
1
Accounting policies
Company information

Endor Productions Limited is a private company limited by shares incorporated in England and Wales. The registered office is 8 Gate Street, London, England, WC2A 3HP.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of ProSiebenSat.1 Media SE. These consolidated financial statements are available from its registered office address in Germany: Medienallee 7, 85774 Unterfohring, Germany.

1.2
Going concern

At the balance sheet date the company had net liabilities of £true824,705 (2024: £3,081,346). Based on the loan facility available to the company from Seven.One Studios GmbH, a fellow group company, and the continued financial support from the parent company, the directors are confident that the company will generate sufficient cash flows to meet its obligations as they fall due for payment. On 5 June 2024, the parent company confirmed that the company will be wound up at a future date, and it remains committed to all its liabilities and obligations. On that basis the directors have prepared the financial statements on a basis other than going concern.

1.3
Turnover

Turnover represents amounts receivable for the development, distribution and exploitation of television projects and television production activities net of VAT and trade discounts.

 

For long term contracts, profit is recognised by reference to the stage of completion of each contract where there is reasonable certainty that the contract will be profitable. Where the outcome of the contract cannot be established with reasonable certainty, no profit is recognised. Foreseeable losses are provided for in full at the point at which the loss is anticipated.

Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
9
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment
25% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
10
1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Other financial liabilities, including debt instruments that do not meet the definition of a basic financial instrument, are measured at fair value through profit or loss.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
11
1.11
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.
1.12
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recognition of production services income

Determining when to recognise revenue in relation to production services provided by the parent

company to the subsidiaries with active productions during the year under the percentage of

completion method, requires significant judgement in determining estimated costs to complete.

Intercompany debtor write offs

The directors have exercised significant judgement in assessing the recoverability of amounts due from group undertakings. This assessment involved consideration of the financial position of the counterparties, expected future cash flows, trading forecasts and the group's intentions regarding settlement of the balances. Based on this assessment, amounts of £687,734 were written off during the year, including partial impairment of certain balances where recovery was considered uncertain.

In the opinion of the directors, there were no other critical judgements or other estimate uncertainties in these financial statements.
Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
12
3
Exceptional item
2025
2024
£
£
Intercompany loan write off
3,175,165
-

During the year, a balance of £3,175,165 (2024: £nil) due to a fellow group undertaking was formally waived. As a result, the Company recognised income of £3,175,165 (2024: £nil) within other operating income.

 

Included within administrative expenses is a charge of £687,734 (2024: £nil) relating to the write-off of an amount due from a fellow group undertaking, following management's assessment that the balance is not recoverable.

4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
2
8
5
Directors' remuneration
2025
2024
£
£
Remuneration paid to directors
-
0
200,217

No remuneration was paid to the directors in the year. The directors are employed and remunerated by the company's parent undertaking. The parent undertaking does not recharge any costs in respect of the directors' services to the company.

6
Interest payable and similar expenses
2025
2024
£
£
Interest payable and similar expenses includes the following:
Interest payable to group undertakings
150,263
118,614
Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
13
7
Tangible fixed assets
Fixtures, fittings & equipment
£
Cost
At 1 January 2025
11,657
Disposals
(11,657)
At 31 December 2025
-
0
Depreciation and impairment
At 1 January 2025
7,337
Depreciation charged in the year
449
Eliminated in respect of disposals
(7,786)
At 31 December 2025
-
0
Carrying amount
At 31 December 2025
-
0
At 31 December 2024
1,048
8
Investments
2025
2024
£
£
Shares in group undertakings and participating interests
3
3

During the year the investment in subsidiary undertakings was reclassified from fixed asset investments to current asset investments following the directors' decision to prepare the financial statements on a basis other than going concern.

9
Stocks
2025
2024
£
£
Work in progress
84,028
69,778
Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
14
10
Subsidiaries

Details of the company's subsidiaries for the last relevant financial year were as follows;

 

Name of undertaking
Country of incorporation
Nature of business
Class of shares held
% Held
Direct
Indirect
Endor (Vienna 3) Limited
8 Gate Street, London, England, WC2A 3HP
Television programme and film production
Ordinary
100.00
-
Spider Pictures Limited
8 Gate Street, London, England, WC2A 3HP
Television programme and film production
Ordinary
100.00
-
Endor (Vienna 4) Limited
8 Gate Street, London, England, WC2A 3HP
Television programme and film production
Ordinary
100.00
-
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
29,352
13,997
Amounts owed by group undertakings
308,484
991,033
Other debtors
-
0
76,913
Prepayments and accrued income
-
0
4,612
337,836
1,086,555

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

 

12
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
-
0
1
Trade creditors
40,187
475
Amounts owed to group undertakings
1,245,872
4,183,119
Taxation and social security
1,513
4,389
Other creditors
138,148
169,561
1,425,720
4,357,545

Amounts owed to group undertakings are unsecured and payable on demand.

Endor Productions Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
15
13
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 each
51
51
51
51
B Ordinary shares of £1 each
49
49
49
49
100
100
100
100

The company has two classes of ordinary shares which carry no right to fixed income.

14
Parent company

The company is controlled by its immediate parent company Seven.One Studios Limited, a company incorporated in England and Wales.

The company's ultimate controlling party is MFE-MEDIAFOREUROPE N.V. by virtue of its controlling interest in the company's parent undertaking. MFE-MEDIAFOREUROPE N.V. prepares group financial statements and copies can be obtained from the registered office address in the Netherlands.

15
Related party transactions

Seven.One Studios GmbH is considered to be a related party by virtue of being the parent company of Seven.One Studios Limited. Seven.One Studios Limited is the parent company of Endor Productions Limited by virtue of its 100% shareholding.

 

The company has taken advantage of the exemption under paragraph 33.1a of FRS 102 from disclosing transactions entered into between two or more members of a group, where any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group.

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